SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 25^th day of September 2015, by and between SILICON VALLEY BANK, a California banking corporation (“Bank”) and QUICKLOGIC CORPORATION, a Delaware corporation (“Borrower”) whose address is 1277 New Orleans Drive, Sunnyvale, CA 94089-1138.

A.Bank and Borrower have entered into that certain Third Amended and Restated Loan and Security Agreement dated as of June 30, 2014, as amended by that certain Amendment Number One to Third Amended and Restated Loan and Security Agreement dated as of September 26, 2014 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.Borrower has requested that Bank amend the Loan Agreement to make certain revisions, each as more fully set forth herein.

D.Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

“(b) Incremental Facility. On one or more occasions during the term of this Agreement, Borrower may request that Bank increase the Committed Non-Formula Revolving Line in a minimum amount of $1,000,000 (and in integral multiples of $1,000,000 in excess thereof) and in an aggregate amount for all such requests of up to $6,000,000. Amounts borrowed in conjunction with any and all increases in the Non-Formula Revolving Line pursuant to this Section shall constitute Non-Formula Advances for all purposes under this Agreement and shall be subject to the same terms and conditions as all other Non-Formula Advances.”

2.2    Section 2.1.6(c) (Prepayment). A new Section 2.1.6(c) is hereby added

“(c) Prepayment in Full or Early Termination. Notwithstanding anything to the contrary in the foregoing Sections 2.1.6(a) and 2.1.6(b) hereof, any prepayment of all principal and accrued interest or termination of this Agreement by Borrower within the first anniversary of the Second Amendment Effective Date is subject to the fee set forth in Section 2.4(d).”

2.3    Section 2.4(b) (Fees). Section 2.4(b) of the Loan Agreement is hereby

“(b)Revolving Line of Credit Fee. A non-refundable Committed Non-Formula Revolving Line fee, fully earned on the Second Amendment Effective Date and due and payable (a) within 10 Business Days of the Second Amendment Effective Date in an amount equal to $17,500, and (b) on the first anniversary of the Second Amendment Effective Date, in an amount equal to $15,000.”

2.4    Section 2.4(c) (Fees). Section 2.4(c) of the Loan Agreement is hereby

“(c)Unused Line Fee. A fee payable quarterly, payable in arrears, on a calendar year basis, in an amount equal to one thirty-fifth of one percent (0.35%) per annum of the average unused portion of the Committed Non-Formula Revolving Line, as determined by Bank.

2.5    Section 2.4(d) (Fees). A Section 2.4(d) is hereby added immediately

“(b)Early Termination Fee. Upon termination of this Agreement for any reason prior to the Revolving Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to one percent (1.00%) of the Committed Non-Formula Revolving Line if such termination occurs prior to the first anniversary of the Second Amendment Effective Date; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from Bank.”

2.6    Section 6.8 (Financial Covenants). Section 6.8 of the Loan Agreement

“6.8 Financial Covenants. Borrower will comply with each of the following financial covenants:

(a)Tangible Net Worth. A Tangible Net Worth of at least the amount equal to (i) $12,000,000 plus (ii) 50% of the amount of all proceeds from any equity issuance of Borrower, plus (iii) 50% of the amount of all proceeds from any investment of Borrower, tested as of the last day of each fiscal quarter of Borrower.

(b)Quick Ratio (Adjusted). Borrower will maintain a ratio of (a) Quick Assets to (b) the result of (i) Current Liabilities minus (ii) the current portion of Deferred Revenue plus (iii) the long-term portion of the Obligations, of at least 1.10 to 1.00, tested as of the last day of each month.

(c)Cash. Unrestricted cash or Cash Equivalents at Bank or at any of Bank’s Affiliates at all times in an amount of at least $6,000,000, tested as of the last day of each month.”

“Committed Non-Formula Revolving Line” set forth in Section 13.1 of the Loan Agreement is hereby amended and restated in its entirety and replaced with the following:

““Committed Non-Formula Revolving Line” is Non-Formula Advances of up to $6,000,000, subject to increase at Borrower’s election to up to $12,000,000 in accordance with Section 2.2.1(b).”

(a)Current Liabilities. A new definition of “Current Liabilities” is hereby added to Section 13.1 of the Loan Agreement in its proper alphabetical order, as follows:

““Current Liabilities” are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.”

(b)Deferred Revenue. A new definition of “Deferred Revenue” is hereby added to Section 13.1 of the Loan Agreement in its proper alphabetical order, as follows:

““Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.”

(c)Revolving Maturity Date. The definition of “Revolving Maturity Date” set forth in Section 13.1 of the Loan Agreement is hereby amended and restated in its entirety and replaced with the following:

(d)Second Amendment Effective Date. The definition of “Second Amendment Effective Date” is hereby added to Section 13.1 of the Loan Agreement in appropriate alphabetical order as set forth below:

““Second Amendment Effective Date” is the date of the Second Amendment to Third Amended and Restated Loan and Security Agreement.”

““Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.”

2.8    Exhibits. Exhibit C of the Loan Agreement is hereby amended and

purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

Closing Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5.Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

6.Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

7.Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by each party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

                    

By: //s// SUE CHEUNG

Name: Sue Cheung

The undersigned authorized officer (“Officer”) of QuickLogic Corporation (“Borrower”) certifies that under the terms and conditions of the Third Amended and Restated Loan and Security Agreement between Borrower and Silicon Valley Bank (as amended, restated, supplemented or other modified from time to time, the “Agreement”), (i) Borrower is incomplete compliance for the period ending__________    with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter, footnotes or year-end adjustments. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.